When Universes Collide Part 3: Angels and Demons
by protector91
Summary: Crossover. Dean's time is up.  With hours left to live he, Sam, and Buffy travel to Metropolis to kill Lilith.  Meanwhile Angelus returns with a devious plan in mind while Tess contemplats making a demon deal.  What will happen when these events unfold?
1. Chapter 1

**A/N: The time frame is still post 'Chosen' on Buffy, during 'No Rest for the Wicked' on Supernatural, and a few months after 'Hex' on Smallville. Most of the dialogue for Sam, Dean, Bobby, and Ruby is the same though there are a few changes made to go along with the events of the last two stories.**

**Bobby's house**

"Here's where we'll find Lilith," Bobby said after completing the spell.

"Metropolis. Why there of all places?" Sam said.

"Why are you so worried about it? I'm the one people are going to most likely call the cops on," Dean said to his brother.

"I got arrested there remember? And given how I broke out of jail my face probably got plastered all over the news," Sam replied. Truth be told, Sam never did tell Dean about how he killed several people during his escape.

"Well even if Lilith is the one who holds my contract, which I'm not fully convinced given how we learned that from Bela, we have no way to gank her. Not to mention that this is the same Lilith that wants your head on a platter," Dean said.

"Well aren't you just bringing down the room," Bobby muttered.

"It's a gift," Dean replied to that comment.

"Well what do you suggest we do? Sam answered. They were wasting time; literally wasting time.

"Just cause I have to go down doesn't mean you have to go down with me. Either we go in smart or we don't go in at all," Dean stubbornly replied.

"Well if that's the case I have a way to confirm it's Lilith and a way to get us a bona fide demon-killing weapon."

"Absolutely not, Sam," Dean said to him. There was no way they were going to ask that demon slut for help.

"Damn it Dean I am summoning Ruby!" Sam yelled at his brother.

"We are not going to make the same mistake all over again!" Dean yelled back at him.

"You have a better idea!"

"No! Damn it!" Dean cursed. "Just no," he finished. "You want to save me find some way else," and he walked away from Bobby and Sam.

About five minutes passed before Sam thought, "Screw this," and headed for the basement and did the summoning.

"Took you long enough to call me," Ruby said. Sam saw her leaning against the wall with a small smirk. "You guys sure like to put things off until the last second."

"You knew didn't you? That Lilith holds Dean's contract?" Sam asked not too pleased.

"Yes I did," she answered truthfully.

"Any particular reason why you didn't bother to mention that?" He asked arms crossed.

"You weren't ready. If I told you that, you and Dean would've rushed after her half cocked and it would've ended very badly."

"Well were ready now. I want your knife," Sam said and he wasn't going to take no for an answer.

"You're right about one thing," Ruby said. "You are ready and now's the perfect time too. Lilith's guard's down," she revealed while circling Sam.

"Is that so?" Sam asked; eyes following her.

"She's on shore leave. A little R and R; she won't be expecting you guys. You still have those hex bags I gave you?"

"Yes."

"Good; she won't sense you coming."

"So you'll give us the knife," he asked hoping she'd say yes.

"No," she answered as if reading his thoughts.

"But you just said-!" Sam started.

"You want to charge in with one little pig sticker? The knife's not gonna cut it, Sam."

"Okay, then how?" he asked getting increasingly impatient.

"I can't save your brother Sam. But you can."

"What?" he asked going from impatient to confused.

"You've got some God-given talent… sort of."

"You mean that psychic crap?"

"You saw what you did back in Los Angeles. If you wanted to you could wipe Lilith out without even lifting a finger. You can hate me all you want for not telling you about this sooner, but this is the only way. You can save Dean and I can show you."

"So that's you huh. Our slutty little Yoda," Dean interrupted stepping out from the shadows.

"Dean," Ruby said turning to him.

"I knew you'd show up because I knew Sam wouldn't listen," he said directing his gaze at Sam and then back at Ruby. "But you aren't teaching him anything. Over my dead body. So why don't you just give us your knife and crawl back to wherever you came from," he ordered stopping in front of her.

"Your brother is carrying a bomb inside him and we'd be stupid not to use it," Ruby stated. Now was not the time for this.

"Damn right he's carrying a bomb inside him!" Dean snapped. "You saw what went down in Los Angeles!"

"I haven't forgotten! I know what happened, but that's because Sam has no control over his powers. When it happens again, and believe me it WILL happen again, there's no guarantee that Sam will come back to the good side."

"Dean," Sam tried to intervene.

"Sam, don't. Can't you see that this is all a trick!"

"I am so sick and tired of proving myself to you, you dumb spineless dick!" Ruby shouted in Dean's face. Dean rolled his eyes and punched Ruby hard in the mouth. Ruby's head snapped to the right and her mouth started to bleed.

"You should see the look on your face. It's price…" Ruby cut Dean off with a punch of her own and proceeded to beat the crap out of him. Sam tried to stop her, but Ruby kicked Sam in the chest and sent him into the wall.

"Stay out of this Sam," she said and went back on the attack. She ducked Dean's right hook and hit him in the eye. She delivered another kick knocking him back by about two feet. Dean started to chuckle while he was on the floor.

"Loose something?" He asked holding up her knife.

"I'll kill you," Ruby said to him, but couldn't move any further. Ruby cursed to herself and looked over head to see a devil's trap.

"Like I said; I knew you were coming. Let's go Sam," he said to his brother while ascending the stairs.

"You're gonna leave me here?" Ruby asked and received no answer. "Then fine. You deserve Hell and boy I wish I could be there to see the flesh sizzle of your bones. I wish I could be there to hear you scream!" She shouted at him.

"And I wish you'd shut your pie-hole, but we don't always get what we want," Dean responded not looking back. After giving Sam a speech about how there was a pattern with each member of the family begging to sell their souls when the other is up the creek, the two headed for the Impala.

"One question," Dean said to his brother as he started to load up the Impala. "What the Hell does a demon do for fun?"

* * *

**Metropolis**

"Lilith. I was beginning to wonder if you'd ever make it," the doorman to the building that led to the Ace of Clubs said to her.

"Long story," Lilith said walking past him. She was in the body of a twenty something female with blonde hair and a slender figure. She was dressed in a black tank top and a black skirt. "Make sure you don't let any hunters inside," she ordered him.

"You have nothing to worry about Lilith," he replied; eyes turning black.

"Good," Lilith said with a smile. She stepped into the building and took the elevator all the way to the top floor. As she neared the top she heard a song playing.

**There's only two types of people in the world**

**The ones that entertain and the ones that observe**

**Well baby, I'm a put-on-a-show kind of girl**

**Don't like the backseat, gotta be first**

**I'm a like the ringleader, I call the shots**

**(Call the shots)**

**I'm like a firecracker I make it hot**

**When I put on a show**

Lilith smirked as the elevator stopped; this was her favorite song.

**I feel the adrenaline moving through my veins**

**Spotlight on me and I'm ready to break**

**I'm like a performer, the dancefloor is my stage**

**Better be ready, hope that you feel the same**

She walked to the center of the club and everyone stopped what they were doing. Everyone's eyes were on her; just like it should be. Lilith then began to dance.

**All eyes on me in the center of the ring just like a circus**

**When I crack that whip, everybody gon' trip just like a circus**

**Don't stand there watching me, follow me, show me what you can do**

**Everybody let go, we can make a dancefloor just like a circus**

* * *

Xander and Cordelia stared intently at each other. One way or another one of them was going to walk away a loser. It all came down to one final question.

"Got any three's?" Xander asked.

"Go fish," Cordelia said with a smirk. "Got any six's?" Xander rolled his eyes and tossed down his last card. "I win again." She had a satisfied smile on her face and leaned back in her chair. "Want a rematch?" She asked him.

"No," Xander sighed placing his head in his hands.

"What's wrong? Don't like that we got partnered up for the same guard duty shift?" She asked him.

"No I don't have a problem with it. After all we did randomly draw our partners out of a hat. Who knew we'd get paired up though? What are the odds?"

"Willow went before us remember? You do the math." Xander rolled his eyes, stood up, and began pacing.

"I just wish something exciting would happen you know. I haven't had any real action since Los Angeles."

"You got more action than from just fighting vampires from what I heard," Cordelia teased.

"Wait. What? Who told you- Buffy," he groaned. "What did she tell you?"

"Everything. How you and the other girl got caught in the broom closet, how you two got caught making out in the Impala later on, and how Dean flipped out on you two. He sounds like a heck of a guy. Wish I could've been there to see it," she laughed.

"Hardy har," Xander mumbled, but his attention was diverted by the sound of shattering glass. He and Cordelia grabbed their crossbows and ran to where they heard the noise. They found the broken glass, but no sign of what broke it. They split up and searched through AI with no luck.

"Find anything?" Cordelia asked.

"Nothing so far," Xander informed her as they approached each other in the hallway.

"Crud," she muttered advancing down the other way. Her eyes wandered up to the mirror at the end and she spotted something behind Xander. "Xander, get down!" She yelled spinning around and firing an arrow from her crossbow. Xander threw himself to the floor as the arrow soared over his head and into Angelus' hands.

"Nice try, Cordelia," Angelus said. He sniffed the arrow head and raised an eyebrow.

"Dead man's blood," he said tossing the arrow aside. He noticed Xander trying to crawl away and slammed his foot into his back eliciting a pained yell from him.

"Leave him alone, Angelus!" Cordelia yelled.

"Now where's the fun in that?" He asked. "And I wouldn't try going for more arrows," he advised noticing her moving her hand towards her back. "I could break this guy's spine before you ever re loaded it."

"You should know Angelus, that by breaking in here you set off a special alarm," Cordelia bluffed to divert his attention. "Angel's entire team is on their way right now," she finished while pressing a button on her crossbow that automatically reloaded it without him Angelus seeing.

"Even if you are telling the truth, which I doubt you are, I can take care of that pathetic bunch of losers that Angel calls his back up."

"Perhaps you've forgotten," she began. "I'm part of that 'pathetic bunch of losers!" She yelled and fired another arrow from her bow. Caught off guard Angelus managed to dive to the side just barely avoiding the arrow. Xander shot up crossbow raised, but Angelus grabbed his hand and shoved it into the wall breaking his wrist in the process. Angelus destroyed Xander's weapon and chucked him into the next room. Cordelia charged Angelus, but he threw out a kick knocking her weapon away and kicked her into the main office.

"Trying to crawl away Cordelia? I would've expected you to go down fighting; not making a vain attempt at reaching safety," Angelus said as she made her way towards Angel's desk. Cordelia reached for a knife on Angel's desk and took a huge swipe at Angelus' chest. He groaned and stumbled backward. "More dead man's blood," he said starting to get very annoyed with her. He looked up and forced himself not to laugh.

"A cage," he said acknowledging the cage just to the right of the desk. "Did you really think you could catch me?" He then noticed a wide smile on Cordelia's face, but before he could do anything he felt something impale his chest. He looked down and saw an arrow sticking right throw it.

"Damn it." Angelus began to feel faint and then he heard Xander yelling from behind him. Xander charged the vampire and shoved him full force into the cage. Cordelia sprang up and slammed the cage shut.

"Nice one, Xander. How's your wrist?" She asked.

"It'll be fine. I suffered worse injuries," he replied as Angelus got to his feet; though injured Angelus punched at the cage bars in an attempt to free himself.

"Give it up fang face. This cage has been magically reinforced by our favorite mistress of magic," Xander said.

"I thought Willow did this," Cordelia said.

"She did. Who'd you think I was talking about?"

"Zatanna."

"Why her?"

"She calls herself the mistress of magic."

"Come on Cord. It's not like she has any real claim to that title."

"It's written on her card."

"Hahahaha," Angelus lightly chuckled.

"What's so funny?" Xander asked him. Angelus smiled and one of the windows smashed open. Two demons smoked inside the main office and possessed Xander and Cordelia.

"Nice of you two to drop by. Now get me out of here," He ordered.

"Hey, it's not our fault you got captured. You said you had the whole thing under control," Meg said as she opened up his cage. "Gotta say; I like this body," Meg said admiring Cordelia's body. "I may actually stay in this one for a while."

"Shut up," Angelus commanded her. "Let's just find what we came for and get the Hell out of this place. It's gotta be around here somewhere." Angelus, Meg, and the third demon began to ransack Angel Investigations. Angelus yanked a drawer out of the desk and its contents spilled over the floor. A satanic smile formed on his face. "I found it!" He yelled to the others. He knelt down and picked up Willow's book of spells. "Excellent."

"This is what we came for? A dirty old book?" Meg asked with some disdain.

"This isn't some dirty old book," Angelus replied while flipping through the pages.

"Well whatever it is it better be worth us going behind Lilith's back. She doesn't like being double-crossed," The demon in Xander's body said. "And we're missing a good party because of this too," he added under his breath.

"You needn't worry Nick. Everything's taken care of." Angelus assured him.


	2. Chapter 2

Sam and Dean finished loading up the Impala and jumped into the vehicle, but when Dean tried to start it up nothing happened.

"Looking for this?" Bobby asked standing outside the Impala with a part of it in his hands. "Do I look like a ditchable prom date to you?" He asked the boys.

"Bobby," Dean started.

"And don't even think about saying that this isn't my fight," He cut off. "Family don't end in blood." Dean looked ashamed of himself.

"I'm sorry Bobby." He apologized.

"And besides you guys are gonna need me. I just checked Metropolis and that place is over flowing with demonic omens."

"We're going to need more help," Sam said.

"I know just the person," Dean said.

* * *

"This is so not what I had in mind when I suggested we have a girl's night out," Buffy complained. She and her sister Dawn were surrounded by a seven vampires.

"Come on, Buff. It'll take us what? 2, 3 minutes tops to take these guys down?" Dawn said.

"I'll say two and a half," Buffy said standing back to back with Dawn. They were about to start kicking butt when Buffy's phone started to ring. "Who could be calling now of all times?" Buffy agitatedly thought pulling out her phone. "Hello?"

"Buffy. It's Dean," Dean said on the other end.

"I'm kind of busy- hold on." Buffy ducked one of the vamps punches and kicked him twice in the face. She blocked his hook and tossed him into two of the other vampires. "Make it quick Dean," she said.

"I need your help."

"Hold on a sec. Dawn! Catch!" Buffy threw her sister a stake, which Dawn caught and impaled one of the attacking vampires. She quickly dodged a kick from another vampire and stabbed him. She heard a vampire sneer from behind her and thrust her stake behind her killing it.

"Head's up Buffy!" Dawn yelled tossing the stake back to her surrounded sister. Buffy tossed her phone as high as she could, caught Dawn's stake, and pulled out another one from behind her back. She twirled the stakes and stabbed them into two of the lunging vampires. Once they crumbled to dust Buffy rapidly hit one of the other vampires in his face spun around, stabbed the other vampire, and then impaled the last. Buffy let go of her stakes and caught her phone.

"Sorry about that. Now what can I do for you Dean?"

"I'm in trouble Buffy."

"What kind of trouble?" She asked.

"A while back Sam got killed," Dean explained. "I sold my sold to bring him back to life and now my debt's come due. I have till midnight to live. The only way to save me now is to kill the demon that holds my contract and we've found her."

"But what do you need me for?"

"The town's giving off loads of demonic omens. Sam and I need all the help we can get."

Buffy looked to Dawn and cursed under her breath. She really wanted to spend time with her sister, but she couldn't leave Dean to die. "Where are you guys?" She asked running her hand down her face.

"Sam, Bobby, and I are headed towards Metropolis. That's where the demon is; we're about two and a half hours away. Meet in front of the Luthor Corp. building."

"Alright. I know a quick way to get there. I'll see you guys in two and a half hours," and she hung up. "Is one day off too much to ask for?" She thought.

"Who was that, Buffy?" Dawn asked with a suspicion that they're girls' night out was going to have to wait.

"You remember those brothers I told you about?" Buffy asked while dialing Willow's number.

"The Winchesters. What about them?"

"One of them is in trouble. I need to go to Metropolis to help him out."

"Alright; let's go then."

"Hold it Dawnie," Buffy said. "You're staying here."

"Why?" Dawn asked.

"I don't know what I'm going to be dealing with and I don't want you getting hurt."

"Buffy; I'm not a."

"Don't give me the 'I'm not a kid anymore speech Dawn," Buffy cut off. "And besides someone has to keep watch over Sunnydale," she said finishing her text message to Willow. In a split second Willow appeared in the warehouse the Summers sisters were in.

"What do you need, Buffy?" Willow asked.

"I need you to take me to Metropolis."

"Why there?"

"Long story," Buffy answered taking Willow's hand. "See you later, Dawn," Buffy said and she and Willow disappeared. Dawn waited a few moments before pulling out her own cell phone and dialed a number.

"Hello?" The voice on the other end asked.

"Hi Z. It's Dawn Summers."

* * *

"Hey Clark," Lois said to him.

"Yes Lois," Clark said looking up from his computer.

"Have you noticed anything strange about the behavior of some of the members of the staff lately?" She asked sitting on the edge of his desk.

"No…not really," he replied with some hesitation as he got distracted by Lois' long legs.

"How strange?"

"Watch," she said as Jeff the intern entered the bullpen. "Hey John…"

"It's Jeff! For once in your life will you get it right! My name is J-E-F-F, JEFF!" He shouted at Lois with all the fury he could muster. Jeff then proceeded to curse Lois out, turned around, and stormed out of the building. Once he got out he saw Cat Grant waiting for him outside.

"I could hear you yelling from out here," she said to him.

"Jeff here has wanted to go off on Lane for a long time," the demon inside Jeff said. "So I did it for him."

"Well now that you've taken care of that let's head for the Ace of Clubs. Can't let Lilith have all the fun can we," Cat said; eyes turning black.

* * *

"See Smallville; Jeff would never actually have the guts to yell at me like that, let alone curse me out."

"Maybe he's just finally reached his breaking point," Clark suggested.

"It's not just Jeff though. The Editor hasn't been around to yell at me all week and at times it feels like this place is less busy than usual."

"You're imagining things. You have been burning the midnight oil as of late. How about we hang out at the Ace of Clubs later tonight? I think you could use the break from your work."

"Are you asking me out on a date?" Lois asked.

"That depends; are you going to say yes?"

Lois gave Clark a bright smile. "Yes."

Clark gave her his own wide smile. "Great; I'll see you at 10 outside the Ace of Clubs."

"Alright. I'll see you then," she said heading out the Daily Planet.

"Lois; where are you going?"

"To get ready," she replied.

"It's only 7:30."

"And that still doesn't leave me enough time. See ya," she said and exited the Daily Planet.

"Never thought I'd see the day," Tess said.

"Tess?" Clark said looking to his right. "How long have you been sitting over there?"

"Long enough. I was wondering when you were finally going to get the guts to ask her out," Tess said.

Clark rolled his eyes. "What are you reading?" He asked noticing something on the desk Tess was sitting at.

"Nothing important," she answered tucking Sam and Dean's journal under her arm. "I'll leave you to prepare for your date now," she told him. Tess left the Daily Planet and got in her car. She drove out of Metropolis until she reached what she was looking for; a crossroad. She'd read about them in the journal and what she found intrigued her. She dug a hole in the crossroad and buried her photo in the center.

"Howdy Tess," Lilith said appearing before her.

"So you're the crossroads demon?" Tess asked facing her.

"Not exactly. I'm what you'd call their boss actually. So what do you need Ms. Mercer? And can you make this quick because I have a party to get back to."

"Power," she simply responded.

"What do you need that for?" Lilith asked.

"I have my reasons," Tess answered. In truth she wanted power to ensure that she could keep her Injustice League in line. Some of them weren't exactly being cooperative; especially Plastique.

"Well I guess you know the drill. Ten years and then I come back for you," Lilith explained.

"Do you really want my soul now?" Tess asked.

"Why wouldn't I?"

"My soul is tarnished enough as it is. I'll probably wind up seeing you again at some point in my life."

"That's true," Lilith thought.

"Is there anything else I can do besides giving you my soul?" Tess asked.

Lilith rubbed her chin in thought and then smiled. "I'll tell you what. You can keep your soul, but in return you have to do something for me at some point in the future."

"What?" Tess questioned, glad that she could keep her soul.

"You'll see."

"So it's a deal then?" Tess asked her.

"Yes," Lilith answered.

"So how do we make it official?"

Lilith smirked at her. "With a kiss." Tess raised an eyebrow as Lilith approached her.

"I'm sorry is this uncomfortable for you?" Lilith asked stopping an inch from Tess.

Tess looked into Lilith's eyes, then her lips, and said, "I go both ways," and then kissed her.

* * *

**Two hours later**

Lois could hardly imagine how fast time had flown by. It was now about 9:30 p.m. Upon arriving back at her new apartment in Metropolis that she got after her raise from Tess she'd gotten an hour long shower and spent the following hour getting ready for her date with Clark. She still couldn't believe that Clark had asked her out. Not that she was upset that he did; she'd wanted him to do so for a while now. Believing herself to be ready she decided to head out for the Club.

* * *

Clark was just about ready to super speed over to the Ace of Clubs. Even though he could've gotten himself ready in little more than a few seconds flat he took his time given that it was his first date with Lois. He whipped out his phone and called Lois just to make sure they were still on for tonight.

"Hi Clark," Lois said answering her phone. "What's up?"

"I'm just calling to make sure we're still on for tonight."

"Don't worry Smallville. As a matter of fact I'm heading to the club now. What about you?"

"I'm on my way as well," Clark responded.

"Don't keep me waiting, Clark," Lois said in a sultry voice.

Clark was about to respond when he heard someone wolf whistle on the other end.

"What do we have here?" He heard someone else say.

"Lois; what's going on there?" Clark asked worried.

Lois was surrounded by four demons all eyeing her like she was the main course of a meal. "Clark; I'm going to have to call you back," Lois said then her phone flew out of her hand and into one of the demons.

"What the hell?"

"Lois? Lois! ?" Clark yelled. The demon hung up the phone and the line went dead.

"Why don't you come with us?" The demon said approaching her.

"Why don't you leave her alone?" Dawn said entering the back alley.

"Who the hell are you?" A demon asked.

"Just a concerned citizen," she replied. "Muggers. Shouldn't take me too long to take down," she thought. "I still have a half hour to track down Buffy." Dawn had been searching for her sister for two hours now in this giant city. When she had Zatanna teleport her to Metropolis she didn't take into account that she had no idea where Buffy would be meeting the Winchesters. Buffy hadn't been answering her cell phone either.

"Ok, screw this; take them both," one of the demons said. The demon behind Lois rushed her, but she spun around and threw a punch at his chin. The demon stumbled back, but recovered in seconds. One of the other demons back flipped towards Dawn, and threw a kick at her forehead. Dawn fell down, but got quickly got back on her feet. She kicked the demon in the chest and stomach, but her grabbed her foot during the third kick and tossed her into a trash can. Lois ran to help Dawn, but a hand grabbed her shoulder and turned her around. Lois instinctively threw out a punch, but the new arrival blocked it. Only then did Lois realize who was attacking her.

"Chloe!" Chloe's eyes turned black and she hit Lois in the face with all her strength knocking her out cold. Dawn sprang up and threw the garbage can at one of her attacker's. He tossed it aside with his mind and kicked Dawn into the arms of the demon controlling Chloe.

"Let me go!" She ordered struggling to break free.

"As you wish," Chloe said and threw Dawn into the brick wall knocking her out cold.

* * *

_"Hi, it's Lois. Leave a message."_

Clark hung up his phone; that was the third time he tried Lois' cell. He had to face the truth that something bad must've happened to her. He left the house and super sped to the Isis Foundation. Maybe he could use the computers there to see if he could trace Lois' cell phone.

* * *

Tess stumbled into the Luthor mansion feeling extremely lightheaded. After her kiss with Lilith everything went black for some reason. When she recovered she'd discovered that she was out cold for almost two hours. She poured herself a glass of water and downed the whole thing in a single gulp. Her vision began to blur and she felt an urge to just lie down. She walked to her bedroom, but when she grabbed the doorknob it broke of the door. Tess looked at the broken handle and then at the door. "I can always get another door," she mumbled and shoved both her hands into the door knocking the whole thing off its hinges. Tess had a look on her face that was part shocked and part bewildered. It'd actually worked. She had power. Then suddenly a great pain began to surge on her back. Tess fell to the floor and fought her desire to scream. The pain soon subsided and Tess walked over to a mirror. She turned her back to it and lifted up her shirt. Tess gasped at what she saw. The symbol of a devil's trap had appeared on her lower back.

* * *

Lilith downed another glass of beer making sure she didn't drink too much. After all she liked this body. She checked the clock in the club and saw it was a little past 9:30. Almost time for Dean's debt to come due. Her cell phone vibrated and she checked her message.

"Hey everyone! Entertainment's here!" She called out to the demons. The elevator doors opened and two demons stepped inside dragging 'the entertainment' behind them. They tossed both Lois and Dawn into Lilith's view. "This is going to be fun," Lilith said licking her lips.

**To be continued…**

**Brief teaser for the next chapter:**

**"You ready to play a little game; Lois is it?" Lilith asked Lois.**

**"Go to hell," Lois said still trying to break out of the chair she was tied to.**

**"Been there done that," Lilith said running a hand down Lois' cheek. "Let's see what secrets little miss iron will here keeps locked up in her head."**

**A/N: What Angelus is up to will be revealed later in the story.**


	3. Chapter 3

"This girl is quite the computer geek," the demon inside of Chloe thought observing the many monitors in the hidden room of the Isis Foundation. She could use the computers in here to see if the Winchesters were coming and warn Lilith. Not that Lilith needed to be warned. After all she's a super demon and they're just a couple of humans. It's not contest when you think about it.

"Chloe?" She heard someone ask. The demon left the hidden room and saw Clark walk inside. She eyed him lustfully as Clark walked towards her.

"What do you need, Clark?" She asked.

"Lois is missing. I need to use the computer to track down her cell phone signal," he said.

"Lois? That's right. I received word from Lilith that Lois was to be the entertainment for the night," the demon thought. She looked at Clark as he started using the computer and sighed.

"If I must," she thought. She grabbed Clark and tossed him out of the hidden room.

"Chloe! ? What are you…?" Chloe's eyes turned black. Clark super sped at the demon and pinned her up against the wall. "Get out of her," he ordered.

"I wouldn't be too rough if I were you. Remember; Chloe's still in here," she said pointing to her body. Clark let her off the wall. Big mistake. She hit him in the chest launching him across the room. "This is going to be fun," she thought.

* * *

Tess flipped through all of the pages of the journal as quickly as she could until she reached the section on crossroad demons. She sped through the section, but saw nothing on what happens when a devil's trap appears on your back. Just what had Lilith done to her?

* * *

Buffy looked at her watch. "What's taking them so long?" She asked out loud. "Sam and Dean should've been her fifteen minutes ago."

"Maybe they're having car trouble," Willow suggested as they waited in front of the Luthor Corp. building.

"Whatever's keeping them, they better get here fast. Time is definitely not a luxury that we can afford to waste tonight." Buffy's phone began to ring as she said this.

"Now who could that be," she thought answering her cell. "Hello."

"Buffy."

"Fred? Why are you whispering?" Buffy asked.

"They're gone. All of them," Fred said. She sounded distraught.

"Fred; calm down. What happened? Who's gone?"

"Xander, Cordelia, Gunn, Wesley; all of them. Their photos were scattered all across Angel Investiagions with X's on them."

"Angelus," Buffy thought. "Listen Fred; don't move. I'm going to send Willow over to your position…Fred? Fred! ?"

"I'm sorry. The victim you are trying to reach is currently unavailable. If you'd like to leave a message please do so at the sound of the blood curdling screams," Angelus said. His message was followed by the sound of Fred screaming at the top of her lungs.

"Angelus! You coward! What did you do to her! ?"

"Ha ha ha," Angelus laughed lowly then hung up.

"Damn it!" Buffy shouted.

* * *

"What the Hell have I gotten myself into?" Lois thought as one of the demons finished tying down her arms to the chair so she couldn't break loose. She felt like she was in some sort of low budget horror movie. The blonde girl seemed to be the leader of this little group of individuals.

"So, you ready to have a little fun; Lois is it?" Lilith asked her.

"How do you know my name?" Lois asked struggling with the ropes binding her.

"I know everyone," she simply replied.

"Well look slutty Anna; why don't you and your pals let me go and find some other city to menace."

"I'm sensing an or else here," Lilith said.

"Or else you'll have to answer to the red-blue blur," Lois answered. Once Clark shows up he'll take these B-movie rejects down no problem.

"Oh I'm so scared," Lilith said then smirked.

"Let her go!" Dawn shouted and one of the demons punched her in the face.

"You'll get your turn soon enough, Dawn," Lilith said to her.

"You know who am I?"

"Like I said. I know everything," Lilith said to Dawn and then turned back to Lois.

"Let's see what secrets little miss iron will keeps locked up here," She said running a hand down Lois' cheek. Lois suddenly couldn't breathe; it was like her breath had been caught in her throat, which felt like it was threatening to explode at any minute. She saw a plethora of images; memories from her unpleasant child hood. Of her relations with her father. The images stopped and Lois was furiously coughing. She looked up and saw Lilith grinning. "Interesting child hood you had. Let's see what else you've got locked up in here."

"Stop it!" Dawn yelled. Lilith rolled her eyes and let go of Lois. She walked over to Dawn and punched her in the jaw. "You want your turn so badly? So be it," she said grabbing Dawn's neck.

* * *

_"Dawnie I have to," Buffy told her sister. The portal was opening with each passing second. If something wasn't done soon they were all going to die. Both Buffy and Dawn knew what needed to be done, but Dawn didn't want Buffy to go through with it._

"Dawn, listen to me. Listen." Buffy said. She knew that time was almost up, but what she said to Dawn next needed to be said.

"I love you. I will always love you. But this is the work that I have to do. Tell Giles... tell Giles I figured it out. And, and I'm okay. And give my love to my friends. You have to take care of them now. You have to take care of each other. You have to be strong. Dawn, the hardest thing in this world... is to live in it. Be brave. Live. For me."

After saying those words to Dawn, Buffy kissed her on the cheek. It hurt both of the sisters that this is how things had to end between them. After giving Dawn one more look Buffy turned and ran for the portal.

Not once looking back. She knew that if she did she could never go through with the sacrifice that she was about to make. Dawn was powerless to stop Buffy and could only look on as the fearless Slayer leapt off the tower to her death; Her Gift. Buffy plunged into the portal, which tore her mortal body apart.

When the gate shut Buffy was lying motionless on the ground; dead. Dawn couldn't believe it; all of this…because of her. It was more than she could bear. They weren't even sisters and yet Buffy still acted like they were. Now she was gone. It was like a part of Dawn had died along with the Slayer.

_

* * *

_

The memory ended and Dawn felt a single tear roll down her cheek. That memory still haunted her to this very day.

"Looks like the Winchesters aren't the only ones to defy death," Lilith said with a satisfied look at Dawn's pain. She heard Dawn's cell phone ringing and pulled it out of the girl's pants' pocket. "Speak of the Devil," she thought. "Look who it is, Dawnie," she said showing her the caller I.D. Lilith then slipped out of her meat suit and into Dawn. She broke out of her bindings and picked up the phone. "Hello."

"Dawn. It's Buffy. We've got a major problem. Something happened to Angel's team. This has Angelus written all over it. Call Zatanna and have her take you to Los Angeles." Lilith started to laugh. "Dawn?"

"I'm not Dawn, Buffy," she said.

"Who is this! ? What have you done to my sister! ?" Lilith slipped out of Dawn and back into her own meat suit. As the demons tied Dawn back up Lilith took back the phone.

"She's not your sister, Buffy. She never has been and never will be. She's not even human; she's only an object. A key," Lilith said.

"Who are you?" Buffy asked with hate dripping from each of her words. She was this close to crushing her phone.

"My name is Lilith," she said and hung up the phone.

"So this is how you get your kicks, huh?" Lois asked Lilith.

"You've got a real mouth on you; you know that right?" Lilith asked her.

"So I've been told," Lois said as Lilith stood in front of her.

"We'll see how much you'll be talking," Lilith said while her eyes turned white, "as I tear you apart from the inside. OUT." She opened her mouth while holding Lois' open. Her smoke form started to come out of her mouth. Lois tried to look away, but Lilith kept Lois' head fixed on her's. "Don't you dare look away from me," her deep sounding demonic voice ordered.

"Get her!" One of the demons shouted. Lilith turned around just in time to get tackled by Dawn. Lilith shoved her off and growled at her.

"How did you get out?" She asked. Dawn twirled a knife in her right hand.

"Pulled this out of my back pocket after you left my body," she said.

"You think you can take me on?" Lilith asked.

"We'll just have to find out won't we," Dawn replied and then Lilith rushed her.

* * *

"That's it. We can't wait any longer. That demonic bitch has my sister," Buffy said to Willow and started to get up when a familiar car came barreling in their direction. Sam, Dean, and Bobby all stepped out of the car.

"What took you so long?" Buffy asked not wanting to waste anymore time.

"Ran into some demons on the way here," Dean said. "Why do you seem so worked up?" He asked.

"Lilith kidnapped Buffy's sister, Dawn," Willow answered. "Where is Lilith anyway?"

"Most of the demonic omens were circling around the Ace of Clubs," Bobby said.

"Then we have no time to lose," Buffy said.

"Wait," Dean stopped her.

"We don't have time to wait!" Buffy yelled. "I can't lose Dawn!" She shouted losing her usually calm persona.

"Buffy! Get a hold of yourself!" Dean yelled grabbing her shoulders. "We need you at your best and we won't get that if you're about to have a nervous breakdown," he said to get her to calm down. Buffy took some breaths and felt her racing pulse start to slow down. "We'll rescue, Dawn. I promise you. But we have to go in smart. We need Clark with us."

"Why him?" Willow asked.

"Lilith is incredibly strong. Stronger than I think anything we've ever encountered. I don't know how much help Clark can be, but he would certainly even the playing field."

"Alright," Buffy said calmly. "Willow; take Sam and get Clark. Me, Dean, and…what's your name?"

"You can call me Bobby," Bobby answered. "You're pretty much everything Giles said you'd be."

"You know Giles?"

"Our paths have crossed every now and then," Bobby said.

"Talk about that later. We've got work to do," Sam said.

* * *

"What's the matter Clark? Afraid to hit a girl?" The demon taunted him. Clark couldn't risk harming Chloe, but he had no idea how to get rid of the demon. A bright flash appeared in the center of the room revealing the figures of Sam and Willow.

"Sam?" Clark asked surprised to see him.

"Winchester!" Chloe shouted and ran at him. Clark sped at her and restrained her from behind.

"She's possessed!" Clark yelled to him.

"¡Exorcizamos te, monis inmundas espíritus, monis satánica potistas, monis incurso infernales adversario, audi, nos!" Sam chanted exorcising the demon from Chloe. She went limp in Clark's arms and he felt for a pulse. It was feint, but still there.

"What are you guys doing here?" Clark asked after lying Chloe down into a chair. "Not that I'm unhappy to see you that is," he added.

"The short version is that Dean sold his soul and has about an hour and a half left to live. We can save him if we kill the demon that owns his soul. We've tracked the demon down to the Ace of Clubs. The demon's name is Lilith and she's stronger than anything we've ever faced. We figured we could use you help in taking her down," Sam explained.

"The demons must've taken Lois," Clark thought. "Ok. I'm with you guys," he said and placed his hands on their shoulders to speed them to the club.

"It's faster if we go my way," Willow said and they all vanished in a flash of light.

* * *

"You know we're down to our last hour and a half, right?" Bobby asked as Clark, Sam, and Willow teleported in front of him, Buffy, and Dean.

"We ran into a little resistance," Sam said.

"Nice to see you again, Clark," Buffy greeted.

"Glad to see you too," Clark said then looked up at the Ace of Clubs. He X-rayed it and saw that there was a plethora of people at the top floor. "There's gonna be a welcoming party waiting for us," he informed the group.

"Well let's not keep them waiting," Bobby said.

"How are we going to tell, which are human and which are demons?" Clark asked.

"Dean can tell," Bobby replied. "Don't ask," he added.

"Enough talk. Let's move," Dean said already walking across the street to the Ace of Clubs.

"Hey!" The doorman shouted recognizing Dean. Dean pulled out Ruby's knife and stabbed him in the heart so he couldn't raise the alarm.

"He was only a corpse. No human soul inside," Dean said to Clark. They all piled into the elevator and rode it up to the top floor. As they exited it Dawn crashed into the wall next to them.

"Dawn!" Buffy cried kneeling by her side. Dawn had two black eyes and multiple bruises on her body.

"Um, Buffy," Dean said tapping her shoulder. Buffy looked up and saw what the team was starring at. Every single one of the people in the room had black eyes.

"Welcome to the party guys," Lilith said. "It's gonna be a real killer."

**To Be Continued… **

**A/N: The fists fly next chapter. Please review!**


	4. Chapter 4

"Welcome to the party guys. It's gonna be a real killer," Lilith said.

"You're gonna pay for what you did to Dawn," Buffy said. Lilith didn't seem scared.

"Come on," She taunted.

"Buffy, wait don't!" Dean shouted as she ran at the super demon. Lilith's eyes looked to the right and flung Buffy over into a group of demons.

"Waste them," Lilith ordered and the demons charged. Clark's eyes changed color and he fired an intense blast of heat vision in front of the demons. They all backed away to avoid the wall of fire that he made.

"Do I have to do everything on my own?" Lilith said. She was about to disperse with the fire when Buffy tackled her to the floor. The two women sprung to their feet and began to trade blows.

"Bobby. Go do your thing," Sam said referring to what they discussed on the way up the elevator.

"Right. Willow," he said looking in her direction.

"Way ahead of you Bobby," she said putting a hand on Bobby's shoulder making them disappear.

Lilith blocked both of Buffy's blows and kicked her in the throat launching her back towards the wall. She then looked at Clark's flame wall and with a wave of her hand it was gone. The demons began their assault once again. Clark sped at the demons and attempted to knock them out without severely injuring them. One demon jumped on his back, but Clark pulled him off and tossed him towards another group of demons.

"Lois! ?" He called out.

"Clark!" He heard her shout to him. He saw her in the center of the room tied to a chair. Clark ran to her and untied her.

"What took you so long?" She thought as he finished untying her.

"Clark! Incoming!" Dean warned while stabbing a demon in the heart. Clark's head jerked to the right in time for Lilith's foot to connect with his face. His head snapped backward as he was forced back by the blow.

"You bitch!" Lois cursed attempting to attack Lilith. Lilith blocked her punch and threw her towards the window. It smashed on impact and Lois was started to fall to her death when Buffy shot out her hands and caught Lois.

"Thanks," Lois thanked trying not to look down.

"No problem," Buffy said pulling her back in.

"You're only delaying your inevitable deaths," Lilith said when Buffy got Lois back inside. Her fists began to glow and she raised them up to fire a demonic energy blast. Clark sped towards them and pushed himself and Lilith into another room; Smashed is more like it actually.

Lilith and Clark pulled themselves out of the rubble; each with their game face on.

* * *

Dean killed another demon and threw the knife to Sam. He cut through two demons, but one of them snatched his wrist and twisted it till he dropped the knife. The demon rammed his face into Sam almost breaking something.

The younger Winchester stumbled back and the demon continued his advance when his body flashed and he fell to the floor dead. Dawn quickly yanked out the knife and spun around slitting another demon's throat

"Thanks, Dawn," Sam thanked her.

"Don't thank me just yet," she said as the demons started to surround her, Dean, and Sam.

"Buffy!" Dawn called out. Usually this many demons didn't scare her, but she still felt light headed from her fight with Lilith.

"I'm coming, Dawn!" She yelled and charged through the demons with Lois by her side. They knocked down any that were foolish enough to get in their way.

"I'm sorry, Buffy," Dawn apologized when Buffy reached her.

"We can worry about that after we get out of here," Buffy said as the demons got closer.

"Where's Clark?" Lois asked. The sound of the room shaking answered her question.

"You should worry more about yourself than your boyfriend," one of the demons said.

"Bobby. Any day now," Dean thought.

* * *

"Are you sure this will work?" Bobby asked Willow.

"I've been doing this sort of thing for years now. Believe me. It'll work," Willow assured him.

"Alright then," he said and pulled the fire alarm.

* * *

Immediately the sprinkler system went off on the top floor. The water fell on the demons, who all instantly fell to the floor writhing in pain.

"What kind of Holy Water is this!" One of the female demons screamed feeling its affects not just on her skin, but on her demon side as well.

"Courtesy of Willow," Buffy said. The demons all started to flash until they were all dead while their human victims were all spared thanks to the spell.

"That's a new one," Lilith said. Her skin was smoking a little, but she wasn't dead.

"How are you still standing?" Clark asked.

"You think something like this works on something as powerful as me?" She asked then shoved her hand towards Clark. Clark felt something with the force of steel connect with his heart and she didn't even hit him!

Clark fell to both his knees gripping his chest and Lilith decided to continue her assault. She ran forward and attempted to deliver another kick to Clark's throat; this time with the intention of breaking it. Clark grabbed her foot and tossed her through the next wall. Lilith rolled on the ground and shook her head some.

"That Clark is something else," she thought then looked behind her to see Clark jumping at her and slamming down his fist. Lilith had no time to dodge and was plowed through the hard floor of the club and was sent to the level under it. Lilith braced herself upon crashing on the next level so she wouldn't go falling any further. She got up and got out from under the hole just as Clark landed at the spot she was at.

A bright light appeared to her left and Willow stepped out. She fired an energy burst at Lilith, but she caught the blast and threw it back at the witch connecting with her face. Willow screamed at the feeling of some of her face being singed from the attack. She was also carried off her feet and smashed into the wall.

"Leave them alone!" Buffy yelled jumping down the hole to face Lilith.

"Don't you ever give up?" Lilith asked.

"Is there a reason why I should?" Buffy asked her as the elevator doors opened and Sam, Dean, Bobby, Lois, and Dawn stepped out making Lilith sigh.

"This has been fun and all, but I'm getting rather bored with this. You can cause as much harm to this body as you like, but it's not going to do anything to what's inside; namely, me," Lilith said then noticed Sam holding onto the knife. "Like you were ever going to get close enough with that thing to hurt me," she said and chuckled.

"Will you just shut up! ?" Lois yelled at her then suddenly every person in that room felt some type of force pass over them. When it was gone they all had major headaches.

"What? What just happened?" Buffy asked rubbing her temples. Dean's watched started to beep at her question.

"No. Not now," he said.

"What is it Dean?" Buffy asked him.

"It's show time," he said sounding frightened.

"That's impossible," Sam said turning to his brother. "We still have plenty of time left," he said then looked at his own watch. It too said that the time was midnight. Hell Hounds could be heard howling in the distance.

"Will someone please explain what's going on here?" Lois asked very confused.

"Clark. You need to get Lois out of here; now!" Sam shouted at him. The last thing they needed was to get a civilian's blood spilt.

"He's not taking any of you anywhere," Lilith said and then telekinetically dragged Clark to her and sank a tremendous punch into his chest. Clark coughed out blood and then Lilith hit him again in the mouth launching him back to the group.

"Clark!" Lois cried out kneeling beside him. Clark coughed up more blood again while Dean heard something behind the team and slowly turned around. He could barely breathe right now and he felt numerous beads of sweat forming on his forehead.

"Hell hound," Dean said.

"Where?" Sam asked. They weren't going to drag Dean to Hell without a fight.

"There," Dean said pointing in front of him. Then his eyes darted to the right. "And there." His eyes darted over to his left. "And there."

"Chow time," Lilith said and the hounds charged their targets. Ignoring any sort of pain they might have been in the Scoobies all made a break for it to escape the Hounds.

"Split up!" Buffy yelled to the team and she and Dawn raced down one hallway while Sam, Dean, and Willow went for another. Clark was about to follow Bobby and Lois, but Lilith froze him in his tracks and flung him at top speed in the other direction through several walls of the club.

Several other Hell Hounds raced at the down Kryptonian; intent on making a meal out of him. Clark mangaged to get up and punched one of the hounds sending it into a chair. He heard another growl and spun around in time to be tackled to the floor.

* * *

Buffy and Dawn reached the end of the hallway, dashed inside a room, and slammed the door shut behind them. Hound barking madly outside. Buffy held it shut for as long as she could until the barking died out.

"What are we gonna do now?" Dawn asked sounding worried. She'd never fought Hell Hounds before and from what she could see (or not see in this case) they weren't the type of creature to be messed with.

"I honestly don't know," Buffy confessed. She wasn't used to being the one running. She could usually look any Supernatural creature dead in the eye, but the Hell Hounds were something different altogether. Dawn started pacing around the room trying to come up with something when she heard it; a deep, low growling sound.

She looked to her left and though she couldn't see it, she knew it was there. Every bone in Dawn's body screamed for her to move. To defend herself. To do something! But she was rooted to the spot. The hound started barking as it charged Dawn. Just as it leapt at Dawn, Buffy shoved her out of the way and the creature tackled her to the floor.

"AHHH!" Buffy screamed as it ripped into her flesh. Her blood flew out of her body and some of it covered Dawn's face freezing her to the spot again. The door flew open and Clark rushed inside; clothing covered in blood. The Hell Hound stopped attacking Buffy and focused its attention on Clark. It ran at Clark, but Clark delivered a kick to its head and sent the demonic pit bull flying out the window and down to the streets below. Clark stumbled over to Buffy, who was panting on the floor.

"Are you alright?" Clark asked. "Wait- I mean."

"I know what you mean, Clark," Buffy said trying to sit up. "I'll survive," she groaned out in pain then coughed and spit out blood.

"We need to get you out of he-, uh," Clark groaned grabbing his stomach.

"They got you too," Buffy acknowledged. Clark nodded and moved his hand. It was covered in blood. "I've been hurt before, but this is something else. My body feels like it's on fire," he said.

"Clark," Buffy began.

"Wait," Clark interrupted putting up his hand. He closed his eyes and activated his super hearing.  
___

_"Dean! On your right!" Sam warned as a Hell Hound leapt at him. Dean shot the pit bull, but another jumped at him. Willow blasted it, but both dogs recovered and went back on the attack._

* * *

Clark did an X-ray and saw Sam, Dean, and Willow running for the room. "There's going to be Hell Hounds in here in just a few seconds," Clark said looking at the door.

"Clark can you speed?" Buffy asked.

"I need a few minutes to heal," Clark said as more gun shots were fired.

"Look out Willow!" Dean could be heard yelling from just outside the room. Willow's screams followed.

"We don't have that kind of time. You need to get Dawn out of here…Dawn?" Buffy asked getting a look at her sister. "Dawn!" She yelled, but Dawn didn't answer. She seemed to be off in another world. Her body was shaking all over. Dean kicked open the door to the room Clark, Buffy, and Dawn were in and ran inside.

Sam followed carrying Willow in his arms. Dean slammed the door just as Bobby got inside and put a line of special dust in front of the door to keep out the Hell Hounds. He sprinted over to the other door and sealed it off as well.

"Is she alright?" Clark asked as Sam set Willow down.

"Sort of," Willow answered. "Hound clipped me on the right side of my waist. Where's Buffy?" She asked.

"Right here."

"Oh my God," Willow said.

"You wouldn't happen to know any spells that could heal all of us do you?" Dean asked as he slumped against the wall. Willow only shook her head.

"Wait a second. Where's Lois?" Clark asked noticing she wasn't with in the room with them.

A few moments passed in which no one said a word. Bobby finally sighed and looked at Clark. "I'm sorry, Clark," he said. "We got separated somehow."

"No," Clark whispered and stood up.

"Hold on a second, Clark!" Dean said stepping in his way.

"Dean you know you can't stop me and I don't wish to hurt you," Clark said not in the mood for this.

"Listen Clark. This place is crawling with Hell Hounds. They'll rip you to shreds," Dean said praying Clark would listen to reason.

"I can't let her die," Clark said. "I just can't."

"I get it, Clark. Lois means a lot to you. Probably more than any of us would understand, but you can't let your emotions let you do something rash. Trust me. I know," he said. This whole thing was his fault. He loved his brother, but he never should have messed with fate.

Now more people than just him were going to die. Once again the door swung open and Lois dashed inside; the sound of multiple hell hounds barking in the hallway. Dean shut the door and put up more dust to keep out the slobbering mutts.

"Lois!" Clark called out throwing her into a huge hug.

"I'm fine Clark. I managed to escape those raging K-9s with only a few injuries," she said.

"I need to get you out of here," Clark said.

"Clark! Wait!" Dean shouted looking at Lois. "That's not Lois! That's not Lois!" Clark looked at Lois whose eyes changed white. She smirked and flung everyone against the wall.

"Quite an interesting person Lois is," Lilith said. "I might just hold on to her as my new vessel."

"Get out of her now!" Clark shouted trying to break free. Lilith directed her gaze at Clark.

"Clark Kent; one of the last beings of a dying race. Sent to Earth to be a god among men," she said standing in front of him. "I only believe in one God and newsflash Clark, you aren't him."

"How did you know that?" Clark asked her.

"I know a lot of things. Things some of you will never find out in your lifetimes," she said looking at everyone else.

"Up next we have Buffy Summers. The Chosen One. The Slayer. Well one of them anyway. A little out of your jurisdiction wouldn't you say?" Lilith asked then looked at Buffy's wound; smiling at the sight of her in pain. In truth anyone else's pain proved to be Lilith's pleasure.

"And then we have you Dawn Summers; The Key. Being nothing more than an object that would mean you have no soul wouldn't it?" She asked. "I wonder what will happen to you when you finally die." Dawn didn't respond. She still had that spaced out look in her eyes.

"Shut up!" Buffy shouted. Lilith flicked her wrist and Buffy felt herself get punched in the stomach. Buffy started coughing again and spit out more blood. "What's taking my healing factor so long?" Buffy thought.

"So this is your big plan. Kill Sam. Drag me to Hell and then what? Become Queen bitch?" Dean asked.

"I don't have to answer to puppy chow," Lilith said and then approached the door. "Sic him boys," she said and opened the door. Hell hounds rushed inside and dragged Dean off the wall. Dean attempted to crawl away, but one of the hounds bit Dean's leg and dragged him closer to where Sam was.

"Stop it!" Sam cried out as the hounds started ripping Dean apart. "Leave him alone! No!" He shouted trying to pry himself off the wall. Lilith's smile widened with each passing second. Watching the people she owned getting killed was so much more fun than doing it herself.

The dog jumped on Dean's chest and proceeded to tear it completely to shreds. There was so much blood now that it was flowing all over the floor. You practically couldn't see Dean's chest anymore.

"No!" Sam cried out as the hounds toar into even more of Dean's flesh. Sam felt like his own soul was being ripped apart as his brother was being killed. It wasn't suppossed to end like this!

"And now for the rest of you," she said lifting up her palm to eradicate the excess baggage.

"Stop!" Sam shouted and pulled himself off the wall and ran into Lilith's path just as her hand started to glow. The room was filled with a vibrant white light. The light died out after a few seconds passed and Lilith was shocked to see Sam standing in front of her; alive and completely unharmed… and with black eyes. Lilith felt frightened at this moment; actually frightened.

"Back," she whimpered, but Sam lifted up a hand and Lilith began to scream. She fell to the floor writhing in pain; soul being tortured from within.

"Sam! Stop!" Clark yelled. "Lois is still in there!" Cark's words broke through Sam and the blackness faded out from his eyes. Taking no chances, Lilith smoked out of Lois' body while she still could. The Scoobies all fell off the wall once she left. The Hell Hounds seemed to have vacated the premise as well. Clark ran over to Lois and X-rayed her to make sure she was alright. She was out cold, but didn't seem to have suffered any serious injuries.

Now back to normal again, Sam froze at the sight of Dean's mangled body. He could feel tears starting to form and he didn't care who saw them fall. He approached Dean's body and silently cried over it. Everyone could only look on at the sight of Sam grieving for Dean. After all of this they couldn't save him. While they looked on, Buffy crawled over to Dawn. Her injuries had finally started to heal. A tad too late she might add.

"Dawn," she said shaking her unconscious sister a little. No response. "Dawnie," she said shaking her a bit more. Dawn's eyes snapped open. Most of the color had drained out from her pupils.

"Buffy," she whispered and then started panting. "Buffy. Buffy, no!" She yelled and then let out an extraordinarily loud scream, which was enough to break Sam out of his grieving state. Dawn stopped screaming and shut her eyes before going limp again.

"Dawn!" Buffy yelled shaking her sister again, but didn't receive an answer.

* * *

"There's one down," Angelus said putting away his binoculars. "See Meg. I told you it would pay to have a former warlock with us," he said looking at Nick. Nick merely closed Willow's spell book.

"I admit I thought that accelerated time spell was a load of bull," Meg said. "But it helped get the job done."

"Not fully," Angelus corrected her. "I was hoping they'd all finish each other off. Now it looks like we have to go ahead with phase 2."

"You're glad we're going ahead with phase 2, though? Aren't you?" Meg asked him.

Angelus gave her a devilish smile. "Of course I am. After all it's going to be fun; for me that is."

**To Be Continued…**


End file.
